EXHIBIT 10.3
SUBLICENSE
This Agreement, by and between Paragon Trade Brands, Inc., a Delaware
corporation ("Sublicensee"), and Weyerhaeuser Company, a Washington corporation
("Licensor").
W I T N E S S E T H:
WHEREAS, Licensor and Sublicensee have executed that certain Asset
Transfer Agreement dated as of January 26, 1993 ("Transfer Agreement') providing
for the sale of certain assets relating to the business of making and selling
infant diapers of Licensor to Sublicensee and further providing in the
Intellectual Property Agreement the licensing and sublicensing of certain
technical information and patents relating to such business;
WHEREAS, Licensor has acquired through the Technology Agreement effective
July 1, 1987 and as amended to the date hereof (the 'Technology Agreement") with
Xxxxxxx & Xxxxxxx, a New Jersey corporation (J&J), rights to practice certain
patents and proprietary technology relating to among other things infant diapers
and the rights to grant sublicenses under such rights.
WHEREAS, Sublicensee desires to have a sublicense under certain rights
granted to Licensor by J&J.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
recited and other good and valuable consideration, the parties hereto agree as
follows:
1. Definitions
-----------
1.1 "Infant Diaper" shall mean any product sold for absorbing body wastes
and fluids, other than human blood and/or menstrual fluid, and designed for use
on a person having a weight of less than fifty (50) pounds.
1
1.2 "C-C Patents" shall mean each and every unexpired patent right of J&J
or Licensor as listed in Schedule A and Schedule A' attached thereto and made a
part hereof, including patents which result from the issuance, re-examination,
reissue, extension or foreign equivalent of any so-listed patent or application.
1.3 "Diaper Patents" shall mean each and every unexpired patent right of
J&J as listed in Schedule B, Schedule B' and Schedule C attached hereto and made
a part hereof, including patents which result from the issuance, re-examination,
reissue, extension or foreign equivalent of any so-listed patent or application.
1.4 "Other Patents" shall mean each and every unexpired patent right of J&J
issued or pending as of July 1, 1987, other than C-C Patents and Diaper Patents,
including patents which result from the issuance, re-examination, reissue,
extension or foreign equivalent of such patent or patent application.
1.5 "Prime Line Technology" shall mean all the information relating to
processes, materials, equipment, designs, operations, performance, controls or
structures for the manufacture of fluid absorbent articles comprising fibers and
a fluid absorbent polymer which has been polymerized in situ on and/or in said
article, which information has been disclosed by J&J to Licensor or developed by
Licensor in support of its prime line equipment in Bowling Green, Kentucky
before the Closing Date.
1.6 "Diaper Technology" shall mean all the information relating to
processes, materials, equipment, designs, operation, performance, controls or
structures of or for making Infant Diapers, which information has been disclosed
by J&J to Licensor excluding Prime Line Technology.
1.7 "Valid Claim" shall mean a claim in a patent which has not lapsed or
become abandoned and which claim has not been declared null or invalid by an
irrevocable or unappealed decision or judgment of a patent office or a court of
competent jurisdiction.
2
2. Grants
------
2.1 Licensor hereby grants to Sublicensee a worldwide, exclusive
sublicense, with the right to grant sublicenses, to utilize Diaper Technology to
manufacture, have manufactured, use and sell Infant Diapers.
2.2 Licensor hereby grants to Sublicensee a worldwide, exclusive
sublicense, with the right to grant sublicenses, to manufacture, have
manufactured, use and sell Infant Diapers within the scope of any Valid Claim of
a Diaper Patent listed on Schedule B and Schedule B'.
2.3 Licensor hereby grants to Sublicensee a worldwide, non-exclusive
sublicense, with the right to grant sublicenses, to manufacture, have
manufactured, use and sell Infant Diapers within the scope of a Valid Claim of a
Diaper Patent listed on Schedule C.
2.4. Licensor hereby grants to Sublicensee the benefit of J&J's covenants
not to xxx Sublicensee and its sublicensees for infringement of any Valid Claim
of any Other Patents as long as the Infant Diaper is made, used or sold
exercising the licenses of Paragraph 2.1, 2.2 or 2.3.
3. Compensation
------------
3.1 Sublicensee shall pay Licensor annual royalties in December of each of
the following years:
a. 1993: Three Hundred Thousand Dollars ($300,000); and
b. 1994: Four Hundred Thousand Dollars ($400,000).
Thereafter, this Sublicense shall be paid up and royalty free.
3.2 Licensor agrees to refund to Sublicensee any royalties Licensor
receives from any other sublicensees under the J&J Technology Agreement for
rights in 1993 and 1994 up to the amount for the year in question provided in
Section 3.1. Such refunds, if any, will be paid by Licensor by April 30 after
each year in question. Licensor shall provide to sublicensee an accounting
thereof.
4. Patents
-------
4.1 In the event Licensor, in its sole discretion, decides not to continue
the prosecution and/or maintenance of any Xxxxxxx & Xxxxxxx Schedule B, Schedule
B' or
3
Schedule C Patent in any country which has been offered to Licensor by Xxxxxxx &
Xxxxxxx under the terms of the Agreement between Licensor and Xxxxxxx & Xxxxxxx,
Licensor will so notify Sublicensee of Licensor's decision in such regard and
Sublicensee shall have twenty (20) days from receipt of such notice in which to
notify Licensor that Sublicensee desires to continue the prosecution and/or
maintenance of such patent or patent application at Sublicensee's direction and
cost. In such event Licensor shall undertake to cause such patent or patent
application to be assigned to Sublicensee subject to any sublicenses previously
granted by Licensor and further prosecution and/or maintenance of the same shall
be at the sole discretion and cost of Sublicensee.
4.2 In the event that Sublicensee receives notice of any claim from a third
party that the practice of any Diapers Patent is or may be an infringement of a
patent right of such third party, Sublicensee shall promptly notify Licensor who
shall then notify J&J of the need to respond to such claim.
4.3 In the event that Sublicensee notifies Licensor of an infringement by
any third party of any Diaper Patent, Licensor shall then notify J&J of the need
to respond and will notify Sublicensee as to what action, if any, J&J intends to
take to xxxxx such infringement.
5. Miscellaneous Provisions
------------------------
5.1 The term of this Sublicense shall extend from the date of the Asset
Purchase Agreement until the expiration of the last to expire Diaper Patents or
Other Patents and the right to use Diaper Technology shall continue without
limit.
5.2 Any notice with reference to this Sublicense shall be by letter, cable,
facsimile letter or telex followed by a confirming letter mailed within seven
(7) days, and each of these communications shall be addressed as follows:
To Licensor: Weyerhaeuser Company
00000 Xxxxxxxxxxxx Xxx Xxxxx
Xxxxxxx Xxx, Xxxxxxxxxx 00000
Telephone: 206/000-0000
FAX: 206/000-0000
4
To Sublicensee: Paragon Trade Brands, Inc.
000 Xxxxx 000xx Xxxxxx
Xxxxxxx Xxx, Xxxxxxxxxx 00000
Telephone: 206/000-0000
FAX: 206/000-0000
5.3 Terms relating to Confidentiality, Assignment, Governing Law and other
issues shall be as provided in the Intellectual Property Agreement.
IN WITNESS WHEREOF, this Sublicense has been executed by the parties hereto
as of the dates noted below:
Licensor: Sublicensee:
WEYERHAEUSER COMPANY PARAGON TRADE BRANDS, INC.
By /s/ Xxxxxx X. Xxxxx By B. V. Xxxxxxx
--------------------------- ------------------------------
(Signature) (Signature)
Xxxxxx X. Xxxxx B. V. Xxxxxxx
Deputy General Counsel President
----------------------------- ---------------------------------
Print Name and Title) (Print Name and Title)
FEB 2 1993 FEB 2 1993
----------------------------- ---------------------------------
(Date) (Date)
5
REVISED NOVEMBER 10, 1992
-------------------------
Schedule A
----------
A-1
JBD 2/25
(Weyco #16951)
Patents
-------
U.S. Patent 4,500,315 and 4,537,590
-----------------------------------
Argentina 234479
Austria 0108637
Xxxxxxxxx 000000
Xxxxxxx 0108637
Bolivia B-4737
Brazil P-18306016
Canada 1,209,752
Xxxxx 00000
Xxxxxxx 161,664
Ecuador PI-86-187
Eire 54695
EPO 0000000
Xxxxxx 0108637
Germany P-3378952.5.08
Great Britain 2,131,346
Greece 00000
Xxxxxxxxx 3775
Hong Kong 419/1987
India 000000
Xxxxx 0000000
Xxxxx 1,586,799
Korea 00000
Xxxxxxxxxx 0108637
6
Xxxxxx 000000
REVISED NOVEMBER 10, 1992
-------------------------
A-1 Continued
JBID 2/25
(Weyco #16951)
Netherlands 0108637
New Zealand 206055
Xxxxxx 000,000
Xxxx 0000
Xxxxxxxxxxx 19243
Xxxxxxxx 00000
Xxxxxxx 0000
Xxxxxxxxx 000/00
Xxxxx Xxxxxx 83/8282
Spain 527081,280301,280302,
280303, 280304, 280305, 000000
Xxxxxx 0108637
Xxxxxxxxxxx 0000000
Xxxxxx 22229
Trinidad 24/1987
Venezuela 47305
Patent Applications
-------------------
Xxxxxxxx 000000
Xxxxx 000/0000
Xxxxxxxx 8801552
Thailand 001958
7
REVISED NOVEMBER 10, 1992
-------------------------
A-2
JBD 54
(Weyco #16953)
Patents
-------
U.S. Patent 4,676,784
---------------------
Canada 0000000
Xxxxxxxxx 187/91
Trinidad 16/1991
--------------------------------------------------------------------------------
A-3
JBD 62
(Weyco #16954)
Patents
-------
U.S. 4,560,372
--------------
Canada 1245004
Hong Kong 305/1991
Singapore 164/91
Trinidad 15/1991
8
REVISED NOVEMBER 10, 1992
-------------------------
A-4
JBID 72
(Weyco #16956)
Patents
-------
U.S. Patent 4,559,050
---------------------
Canada 1251902
Patent Applications
-------------------
Japan 180067/85
--------------------------------------------------------------------------------
A-5
JBID 73
(Weyco #16957)
Patents
-------
U.S. 4,596,567
--------------
Canada 1251902
Patent Applications
-------------------
Japan 180068/85
--------------------------------------------------------------------------------
A-6
JBID 74
(Weyco #16958)
Patents
-------
U.S. 4,605,402
--------------
Canada 1251901
Hong Kong 1076/1991
Singapore 955/91
Trinidad 61/1991
Patent Applications
-------------------
Brazil 8503820
9
Japan 180069/85
10
REVISED NOVEMBER 10, 1992
-------------------------
A-7
ABTK 1
(Weyco # 16946)
Patents
-------
Australia 000000
Xxxxxx PI 8108591
Canada 1,163,599
EPO 0000000
Xxxxxx 0040087
Great Britain 0040087
Germany 3165831.8
Hong Kong 291/1985
Xxxxxxxx 0000/0000
Xxxxxx 000000
Netherlands 0040087
Xxxxxxxxx 000/00
Xxxxx Xxxxxx 81/3131
Patent Applications
-------------------
Japan 501802/81
--------------------------------------------------------------------------------
A-8
ABTK 009
(Weyco #16947)
Patents
-------
U.S. 4,381,320
--------------
Argentina 229126
Australia 000000
Xxxxxx PI 8203234
Canada 1203772
Great Britain 2099828
New Zealand 000000
Xxxxxxxx 00000
Xxxxx Xxxxxx 82/3882
Patent Applications
-------------------
Germany 3220735.2
11
Japan 94149/82
12
REVISED NOVEMBER 10, 1992
-------------------------
A-9
U.S. Patent 4, 573,988 JBD 66 (Weyco #18681)
----------------------
(CIP of JBD 2 and JBD 25)
U.S. Patent 4,540,454 JBD 78 (Weyco #18682)
---------------------
(Div. of JBD 2 and JBD 25)
13
REVISED NOVEMBER 10, 1992
-------------------------
A'-1
Recent Inventions
-----------------
File 1047.141 Relatively Soft Pliable Water-Swellable Polymer: Filed June
------------- 12, 1989; S.N. 07/365,206 (JBD 154) ABANDONED May 1991
Weyco #16635
File 1047.143 Hydrocolloid Polymer: Filed June 12, 1989; S.S. 365,224
------------- (JBD155). ABANDONED 8/26/91.
Weyco #16697
File 1047.145 Absorbent Mixture, Method of Making Same and Absorbent
------------- Article Including Same: Filed June 14,1989; S.N. 365,967
Weyco #16698 (JBD 153) now U.S. Patent No. 5,100,397 issued 3/31/92. All
foreign cases assigned to Weyerhaeuser. 16698N S.N.
772,772 filed 10/07/91. Notice of Allowance 6/29/92.
File 1047.148 Hydrocolloid Polymer with Improved Sorption: Filed
------------- June 12, 1989; S.N. 07/365,979 (JBD 156) ABANDONED 5/1/91.
Weyco #16699
Weyco #16888 Highly Swellable Absorbent Polymers. No application filed.
------------
Weyco #16889 Highly Swellable Absorbent Polymer via U.V. No
------------ application filed.
Weyco #16893 Manufacture of Composite Web Having Absorbent Properties:
------------ Filed April 10, 1989; S.N. 335,764 (JBD 158) ABANDONED May
1991.
14
REVISED NOVEMBER 10, 1992
-------------------------
SCHEDULE B
----------
B-1
JBD 8
(Weyco #16949)
Patents
-------
U.S. Patent 4,413,995
---------------------
Canada 1,192,456
Singapore 860/85
--------------------------------------------------------------------------------
B-2
JBD 11
(Weyco #16950)
Patents
-------
U.S. 4,540,415
--------------
--------------------------------------------------------------------------------
B-3
Patents JBP 22 (Weyco # 14022)
-------
U.S. 4,084,592
--------------
Patents JBD 76 (Weyco # 16960)
-------
U.S. 4,880,420
--------------
Brazil P18503818
Canada 1257751
Patent Applications
-------------------
Japan 180071/85
15
REVISED NOVEMBER 10, 1992
-------------------------
B-4
JBD 70 (Design)
(Weyco #16955)
Patents
-------
Xxxxxx 00000
--------------------------------------------------------------------------------
B6
JBD 47/103
(Weyco #16952)
Patents
-------
U.S. Patent 4,985,025
---------------------
Canada 1241503
--------------------------------------------------------------------------------
B-7
JBD 75/106/129/149
(Weyco # 16964)
Patents
-------
U.S. 4,883,480
--------------
Canada 1252952
--------------------------------------------------------------------------------
B-8
JBD 29/JBD 130
(Weyco #18828)
Patents
-------
Canada 0000000
Xxxxxxxxx 611/90
Trinidad 25/90
16
REVISED NOVEMBER 10, 1992
-------------------------
B-9
JBD 107/JBD 128
(Weyco #14107)
Patents
-------
U.S. 4,813,947
--------------
Patent Applications
-------------------
Canada 526378-6
--------------------------------------------------------------------------------
B-10
Patents
-------
U.S. 3,779,246 J&J 665 (Weyco #14665)
Canada 977,268
U.S. 4,464,217 JBP 177 (Weyco #14177)
Canada 1,186,288
U.S. 4,084,592 JBP 22 (Weyco #14022)
U.S. 4,573,991 JBD 50 (Weyco #14050)
U.S. 4,479,836 JBD 43 (Weyco #14043)
U.S. 4,576,598 JBD 41 (Weyco #14041)
U.S. 4,552,560 JBD 48 (Weyco #14048)
U.S. 4,723,954 JBD 104 (Weyco #16963)
U.S. 4,662,874 JBD 105 (Weyco #14105)
U.S. 4,731,066 JBD 131 (Weyco #14131)
U.S. 4,886,511 JBD 144 (Weyco #14144)
U.S. 4,941,933 JBD 146 (Weyco #14146)
17
REVISED NOVEMBER 10, 1992
-------------------------
SCHEDULE B'
----------
B'-I
Recent Inventions:
------------------
File 1047.142 Disposable Diaper with Center Gathers: Filed October 27,
------------- 1988; S.N. 263,260 (JBD 159) U.S. Patent 4,935,021 issued
Weyco #16696 6/19/90; Canada S.N. 614682 9/29/89
File 1047.153 Low Bulk Disposable Diaper: Filed October 27, 1988; S.N.
263,529 (JBD 157) Now U.S. Patent No. 5,098,423
issued 3/24/92.
-------------
Weyco #16700
18
REVISED NOVEMBER 10, 1992
-------------------------
SCHEDULE C
----------
C-1
JBD 7/JBP 98/JBP 158
(Weyco #14098)
Patents
-------
U.S. 4,450,026
--------------
U.S. 4,337,771
--------------
Australia 528,814
Brazil 7900459
Canada 1,195,804
Japan 1,591,935
South Africa 79/0351
--------------------------------------------------------------------------------
C-2
JBD 44/JBP 97/JBP 159/JBP 120/JBP 166
(Weyco #s 14044, 16696, 19070, 19147, 17914)
Patents
-------
U.S. RE 31,922
--------------
U.S. 4,324,245
--------------
Argentina 221074
Australia 526338-533635
Canada 0000000
Xxxxx 00000
Xxxxxxxxx 3295
Venezuela 40765
Patent Application
------------------
Ecuador 210
19
REVISED NOVEMBER 10, 1992
-------------------------
C-3
JBP 157/JBP 100
(Weyco #18226)
Patents
-------
U.S. 4,336,803
--------------
--------------------------------------------------------------------------------
C-5
Patent
------
U.S. 4,381,783 JBP 210 (Weyco #14210)
--------------
U.S. RE 32,957 JBD 90 (Weyco #14090)
--------------
20
U.S. ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement, made and dated February 2, 1993,
is made by Paragon Trade Brands, Inc. ("Paragon") to and for the benefit of
Weyerhaeuser Company ("Weyerhaeuser") pursuant to and as contemplated by the
Asset Transfer Agreement (the "Agreement"), dated as of January 26, 1993,
between Weyerhaeuser and Paragon and their Canadian subsidiaries. All terms
defined in the Agreement shall have the same meaning when used herein.
Weyerhaeuser hereby assigns to Paragon and Paragon hereby assumes all
rights, title and interest in all Liabilities and obligations relating to or
arising from the operation of the Businesses, whether before or after the
Closing Date, including but not limited to:
(a) all Liabilities and obligations still existing at the Closing Date
and which either are set forth, reflected, disclosed or reserved for on the
balance sheet of the Business as of September 27, 1992 or have arisen in the
ordinary course of business after September 27, 1992 but excluding liabilities
discharged prior to the Closing Date;
(b) all Liabilities and obligations of Weyerhaeuser pursuant to, under
or relating to all agreements, contracts and leases of Weyerhaeuser relating to
the Businesses including, without limitation, all agreements, contracts and
leases shown in Schedule 1;
(c) all warranty, performance and similar obligations entered into or
made in the course of business of the Businesses with respect to its products;
(d) all Liabilities and obligations of Weyerhaeuser pursuant to and
under all Collective Bargaining Agreements including, without limitation, all
collective bargaining agreements shown on Schedule 2 hereto;
1
(e) the Liabilities and obligations to or with respect to Employees or
Transferred Employees being assumed by Paragon;
(f) the Liabilities and obligations being assumed by or agreed to be
performed by Paragon pursuant to any other agreement being entered into in
connection with the Agreement, including, without limitation, the Related
Agreements;
(g) the Liabilities and obligations relating to all Actions related to
or arising out of the operations of the Businesses including, without
limitation, all actions listed on Schedule 3 hereto; and
(h) all permits and licenses held by Weyerhaeuser which to the extent
they are transferable and which relate principally to the Business, including,
without limitation, those permits and licenses shown on Schedule 4 hereto;
provided, that Paragon shall not assume any liabilities or obligations of
--------
Weyerhaeuser to the extent that such liabilities or obligations are expressly
retained by Weyerhaeuser pursuant to the terms of the Agreement.
PARAGON TRADE BRANDS, INC.
By B.V. Xxxxxxx
-----------------------------
Its President
----------------------
2
SCHEDULE 1
AGREEMENTS, CONTRACTS AND LEASES
(other than real property leases)
B R A M P T 0 N
1. Agreement dated December 15, 1987 between Weyerhaeuser Canada Limited and
Courtier Provincial En Alimentation (1971) Inc.
2. Rental Agreement dated November 25, 1991 between City Water International
Inc. and Weyerhaeuser Canada Ltd. Term: Five years, commencing November 25,
1991. (NEED REVERSE SIDE FOR TERMS AND CONDITIONS.)
3. Rental Contract dated November 25, 1991 between Pacific National Leasing
Corporation and Weyerhaeuser Canada Ltd. Term: 60 months, commencing
November 25, 1991. (NEED REVERSE SIDE FOR TERMS AND CONDITIONS.)
4. Lease agreement dated November 28, 1991 between Norex Leasing, Inc. and
Weyerhaeuser Canada Ltd. Term: 66 months, starting December 1, 1991. (NEED
REVERSE SIDE FOR TERMS AND CONDITIONS.)
5. Xxxx Canada Rate Stability Contract No. CPO6671 dated April 12, 1991. Term:
120 months. REQUIRES WRITTEN CONSENT TO ASSIGN.
6. Xxxx Canada Rate Stability Contract No. CNMO1177 dated April 12, 1991.
Term: 120 months. REQUIRES WRITTEN CONSENT TO ASSIGN.
7. Lease Agreement No. 479526 dated April 21, 1992 between MGL Copy Systems
Inc. and Weyerhaeuser Canada Ltd. Term: 66 months. (NEED REVERSE SIDE FOR
TERMS AND CONDITIONS.)
8. Lease Amending Agreement dated December 29, 1992 between Triathlon Leasing
Inc. and Weyerhaeuser Canada Ltd.
9. Maintenance Agreement dated August 20, 1980 between Xxxxxxx, Besner &
Associates Ltd.; Amendment dated November 29, 1991; term: December 1, 1991
to December 1, 1993.
H A R M 0 N Y
1. Agreement dated June 13, 1991 between Weyerhaeuser Company and Western
Xxxxxx County Authority for use of the Authority's manhole by Weyerhaeuser
in the Borough of Harmony for the purpose of sampling Weyerhaeuser's
sanitary sewer discharge and testing thereof. Agreement effective for five
years.
2. Industrial Board Order dated April 1, 1992 from the Pennsylvania Department
of Labor and Industry granting special approval to permit the installation
of a material elevator (reciprocating conveyor). Certificate of Operation
No. 35740 expires April 30, 1993.
3. Support Service Agreement dated March 22, 1991 between XL/DATACOMP, Inc.
and Weyerhaeuser Company for maintenance of listed machines. Term: 60
months. CUSTOMER SHALL NOT ASSIGN WITHOUT FIRST PROVIDING WRITTEN NOTICE.
4. Maintenance Agreements between Memorex Telex and Weyerhaeuser Company for
maintenance of listed equipment. Terms run for twelve months.
5. Lease Agreement No. 16964-2 between Comdoc Leasing and Weyerhaeuser Company
dated January 29, 1990. Term: 60 months. LEASE IS NON-CANCELABLE; LESSEE
HAS NO RIGHT TO . . . ASSIGN . . . THE EQUIPMENT.
6. Agreement dated June 15, 1992 between The Peoples Natural Gas Company and
Weyerhaeuser Company wherein Peoples will transport for Weyerhaeuser, and
Weyerhaeuser will furnish to Peoples, natural gas for such transportation.
Term commences April 1, 1992; can be terminated by 30 days' written notice.
ASSIGNMENT REQUIRES WRITTEN CONSENT.
7. Natural Gas Sales Agreement dated February 7, 1990 between O & R Energy,
Inc. and Weyerhaeuser Company concerning the sale of natural gas. Term:
Month-to-month. MAY NOT BE ASSIGNED WITHOUT WRITTEN CONSENT OF BOTH
PARTIES.
8. Invoice for Service Agreement No. K205050029 from Standard Register from
May 1, 1992 to April 30, 1993 for 2700 Continuous Forms Signer.
9. Contract dated November 1, 1983 between Weyerhaeuser Company, The Baltimore
and Ohio Railroad Company, The Chesapeake and Ohio Railway Company,
Richmond, Fredericksburg and Potomac Railroad Company, and Seaboard System
Railroad, Inc. NEITHER
PARTY MAY DISCLOSE THE TERMS OF THIS CONTRACT TO A THIRD PARTY WITHOUT THE
WRITTEN CONSENT OF THE OTHER PARTY, EXCEPT AS PERMITTED IN THE CONTRACT.
Three subsequent contract amendments. Current contract term: January 1,
1992 through December 31, 1993.
10. Maintenance Agreement dated July 23, 1991 between Weyerhaeuser and Ricoh
Corporation; Term: Three years; NOT ASSIGNABLE WITHOUT WRITTEN CONSENT OF
RICOH.
11. Rental of Pitney Xxxxx Postage Meter for year 1993 (Model 5318, Serial No.
557542).
12. Equipment Maintenance Agreements between Pitney Xxxxx and Weyerhaeuser
Company for:
Mailing Machine, Model 5460, Serial No. 0212322;
Mailing Machine, Model 5460, Serial No. 0212324;
5# scale, Model 5820, Serial No. 0007540.
13. Pitney Xxxxx Register License Agreement dated September 20, 1989 between
Pitney Xxxxx and Weyerhaeuser for UPS Meter, Model 5301, Serial No.
0094371; Term: Five years; AGREEMENT IS PERSONAL, NON-TRANSFERABLE. CANNOT
BE ASSIGNED WITHOUT PITNEY XXXXX' CONSENT.
14. Sidetrack Agreement dated August 6, 1975 between The Baltimore and Ohio
Railroad Company, operating Properties of the Pittsburg and Western
Railroad Company and Weyerhaeuser Company.
15. Average agreement for demurrage with CSX.
KENT RESEARCH FACILITY
1. Blanket Purchase Order No. RD-0011150 with Xxxxxx Distribution for purchase
of miscellaneous fasteners; term: May 31, 1992 - May 31, 1993.
2. Contract for Recurrent or Continuing Maintenance or Repair Services between
Washington Uniform and Weyerhaeuser Company; extended through June 6, 1993.
3. Building Security Service Contract between National Guardian Security
Services and Weyerhaeuser Company for the Kent Facility.
4. Contract dated August 13, 1990 between Tri-Star Disposal and Weyerhaeuser
Company for rental of 30 yard container. Contract extended through July 31,
1993.
5. Weyerhaeuser Company Radio Station License; expires March 26, 1995. CANNOT
BE ASSIGNED WITHOUT SPECIFIC AUTHORIZATION.
6. Business License issued by The City of Kent. NOT TRANSFERABLE OR
ASSIGNABLE. (Renewed January, 1993)
7. Water Service Permit issued by The City of Kent.
8. Notice from City of Kent Fire Prevention that a permit is required. Permit
No. 401 renewed; expiration date: April, 1993.
9. Contract with Kent Sandwich Shop; expires November 11, 1993.
10. Contract with Kit's Camera; expires December 31, 1993.
11. Paper products are ordered from Service Paper Company under CH Blanket
purchase order.
12. Supplies for use in laboratories are ordered from VWR Scientific using WTC
Blanket purchase order.
13. Contract No. RD-1767-SC dated July 14, 1989 between Xxxxxxx Service
Company, Inc. and Weyerhaeuser Company for H.V.A.C. maintenance; expires
July 1, 1993.
14. Contract No. RD-1538-SC dated December 31, 1990 between Overall Laundry
Service and Weyerhaeuser Company for shop towels; expires: December 31,
1993.
15. Contract with AMCO dated March 30, 1989 for janitorial services; expires
April 1, 1993.
16. Purchase Order RD003647 issued to Growing Green Interiors, Inc. for
maintenance of plants; expires April 1, 1993.
17. Purchase Order XX0000000 issued to Instron Corporation to cover
preventative maintenance on Instron Model 1122, Serial #4127 located at
Xxxxxxxxxxxx Xxxx Technical Center; expires December 31, 1993.
18. Purchase Order XX0000000 issued to Xxxxxxxx Company to cover radiation film
badge service; expires December 31, 1993.
19. Agreement dated June 16, 1992 between United States Testing and
Weyerhaeuser Company for monthly flammability testing. Term: May 1, 1992 -
May 1, 1993.
20. Purchase Order XX0000000 issued to Xxxxxx Effective Compliance for
consulting services in the areas of environmental, hazardous waste and
safety. Term: November 23, 1992 - December 23, 1993.
L A P U E N T E
1. South Coast Air Quality Management District Trip Reduction Plan.
2. Equipment Maintenance Agreements with Pitney Xxxxx for Moistener; MM-Roll
Tape Unit; 5 lb scale and Softguard.
3. GTEL Communications Systems Maintenance Agreement dated August 7, 1991;
term: one year. MAY NOT BE ASSIGNED WITHOUT WRITTEN CONSENT.
4. Datacomp Customer Support Agreement dated October 30, 1989 between
XL/DATACOMP, INC. and Weyerhaeuser Company for data processing machines and
features. Term: month-to-month; ASSIGNMENT REQUIRES WRITTEN CONSENT.
5. Maintenance Service Schedules between Memorex Telex Corporation and
Weyerhaeuser Company.
6. Service Agreement dated October 14, 1991 between Procomp Associates and
Weyerhaeuser Company. Term: one year. AGREEMENT CAN BE ASSIGNED . . . UPON
THE SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE BUSINESS TO WHICH THIS
AGREEMENT PERTAINS.
7. Installation and Service Agreement between Weyerhaeuser Company and M A B
Services, Incorporated dated March 1, 1981. Term: Expires March 1, 1995.
8. Maintenance Agreement dated June 28, 1991 between Weyerhaeuser Company and
York Maintenance & Energy Services; Term: August 1, 1992 - July 31, 1993.
9. Central Station Protective Signaling Service Renewal Agreement dated July
24, 1991 between Xxxxx Fargo Alarm Services and Weyerhaeuser Company; Term:
Five years. AGREEMENT IS NOT ASSIGNABLE EXCEPT UPON PRIOR WRITTEN CONSENT
OF XXXXX FARGO ALARM.
10. Agreement with Xxxxxxxxx'x Inc. to provide security service. Term: month-
to-month.
11. Consulting Agreement effective January 4, 1993 between Weyerhaeuser Company
and Xxxxxx X. Xxxxxxx.
12. Industrial Track Agreement dated April 1, 1962 between Southern Pacific
Company and Weyerhaeuser Company.
13. Average agreement for demurrage with Southern Pacific.
M A C 0 N
1. Service Agreement between Protecom, Inc. and Weyerhaeuser Company effective
February 1, 1989. Cancellation notice given; maintenance contract on Telrad
24/64 telephone system will be cancelled effective February 28, 1993.
2. Equipment Maintenance Agreement between Pitney Xxxxx and Weyerhaeuser
Company dated January 21, 1988.
3. State of Georgia Certificate of Occupancy No. 23177L dated January 28,
1980.
4. CTR Systems Service Agreement between CTR and Weyerhaeuser Company dated
December 1, 1990 for service of System 55.4. Automatically renewed for
successive one year terms. NOT ASSIGNABLE WITHOUT PRIOR WRITTEN CONSENT OF
CTR.
5. Pest Control Service Agreement between Orkin Extermination Company, Inc.
and Weyerhaeuser Company dated July 3, 1991. Expires July 3, 1992;
automatically renews on month to month basis. Can be canceled by giving 30
days written notice.
6. Purchase Agreement between Georgia Duplicating Products and Weyerhaeuser
Company dated March 20, 1992. Term appears to be for one year. Can be
canceled upon 30 days written notice and payment of liquidated damages. NO
ASSIGNMENT UNLESS CONSENTED TO IN WRITING.
7. Purchase Agreement between Georgia Duplicating Products and Weyerhaeuser
Company dated December 18, 1991. Term appears to be for one year. Can be
canceled upon 30 days written notice and payment of liquidated damages. NO
ASSIGNMENT UNLESS CONSENTED TO IN WRITING.
8. Norfolk Southern Rate Authority issued April 19, 1991.
9. Contract for Sale (Macon Recycling, Inc.) between Weyerhaeuser Company and
Caraustar Industries, Inc., dated August 3, 1992.
10. Equipment Maintenance Agreement between Pitney Xxxxx and Weyerhaeuser
Company dated January 21, 1988.
11. Agreement for Products and Services between ROLM Company and Weyerhaeuser
Company dated October 14, 1992.
12. Agreement dated May 10, 1979 among Central of Georgia Railroad Company,
Macon-Bill County Industrial Authority and Weyerhaeuser Company concerning
operation of a track at Walden, Georgia.
13. Average agreement for demurrage with Norfolk Southern.
W A C 0
1. Agreement for Weyerhaeuser Employee Assistant (sic) Program dated April 1,
1992 and Weyerhaeuser Company. Term: one year. May be terminated with 30
days written notice. No mention of assignment, except changes must be in
writing.
2. Certificate for a Qualified Business in an Enterprise Zone as Designated by
the State of Texas issued to Weyerhaeuser Company on November 18, 1991.
Agreement effective from November 19, 1991 to August 31, 1996.
3. Certificate of Compliance Agreement for Development and Tax Abatement for
Weyerhaeuser Company issued by the City of Waco on January 15, 1992.
Exemption from taxation commences on January 1, 1992, continuing through
the year 1996.
4. SSW Track Agreement (Industrial Track Agreement) dated July 8, 1982 between
St. Louis Southwestern Railway Company and Weyerhaeuser Company.
5. Service and Inspection Contract dated January 1, 1992 between Central Texas
Fire & Safety Equipment Co., Inc. and Weyerhaeuser Company. Expiration:
January 31, 1994.
6. Central Station Alarm Services Agreement (a) between National Guardian
Security Services and Weyerhaeuser Company dated October 15, 1987; Term: 5
years. (Agreement expired October 15, 1992.)
7. Preventive Maintenance Schedule and Agreement with Xxxxxxxxx-Xxxxxx, Inc.
for HVAC System.
8. Preventive Maintenance Schedule and Agreement with Xxxxxxxxx-Xxxxxx, Inc.
for Trance Centrifugal chillers.
9. Lawn Maintenance Agreement with Xxxxxxx Landscaping.
10. Service Agreement between Cintas Corp. and Weyerhaeuser Company for garment
rental.
11. Special Products Rental Service between Cintas Corp. and Weyerhaeuser
Company.
12. Termite Protection Plan dated April 10, 1990.
13. Monthly Service Agreement with Chem Cal, Inc. for services (including
chemicals).
14. Centex Waste Management Service Agreement dated November 8. 1990. Term:
three years.
15. Security Deposit Receipt for $3,000 - not transferable from Lone Star Gas
Company. Waco is on a regular published rate; therefore, no "signed"
contract is necessary for service.
16. Texas Utilities Electric Company Agreement for Electric Service effective
December 1, 1991. Term: three years. NO ASSIGNMENT EFFECTIVE UNTIL ACCEPTED
IN WRITING BY COMPANY.
17. X. X. Xxxx Transport, Inc. MC-135797 Sub 342 Contract Tariff.
18. Contract Carrier Schedule from Dart Transit Company (Fleetline, Inc.) of
Rules, Rates, and Charges.
19. Letter of agreement from Contract Freighters, Inc. dated March 7, 1990.
20. Revised tariff item from Westway Express, Inc.
21. Transportation Agreement dated January 23, 1990 between Weyerhaeuser
Company and Xxxxx XxXxxxxxx Trucking Company, Inc.
22. Contract for Transportation Services dated May 9, 1989 between Weyerhaeuser
Company and Swift Transportation Co., Inc.
23. Lease Agreement between Alco Capital Resource, Inc. and Weyerhaeuser
Company dated June 4, 1992 for Canon copier, equipment and Fax.
24. Average agreement for demurrage with Norfolk Southern.
DIVISION - AGENT/BROKER CONTRACTS - MISC CONTRACTS
1. Letter agreement dated August 14, 1989 from Ogilvy & Xxxxxx/West defining
terms and conditions under which Ogilvy will manage public relations work
for Personal Care Products' premium private label diaper.
2. Lease Agreement No. 36625 between Weyerhaeuser Company and The Wm. Xxxxxxxx
Co. dated May 25, 1990. Term: 36 months. LESSEE'S RIGHTS ARE NON-ASSIGNABLE.
3. Letter dated September 30, 1991 from Weyerhaeuser Company to Information
Resources, Inc. describing commitment to purchase IRI InfoScan service for
Food, Drug and Mass Merchandiser channels in disposable diaper category;
also includes DataServer(tm) and SalesPartner(tm) software timesharing
license fees. Term: January 1, 1992 - January 1, 1995. Requires six month
cancellation.
4. Professional Services Master Agreement No. 339 dated October 11, 1991
between Computer Consulting Group, Inc. and Weyerhaeuser Company Personal
Care Products. Term: month-to-month. MAY NOT BE ASSIGNED BY EITHER PARTY
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, EXCEPT TO . . . A
CORPORATION SUCCEEDING TO ITS BUSINESS BY SALE, MERGER, CONSOLIDATION OR
AFFILIATION.
5. Service Agreement No. 87031397D between Digital Equipment Corporation and
Weyerhaeuser. Term: December 1, 1991 - November 30, 1992. NEED TERMS AND
CONDITIONS.
6. Equipment Lease Agreement dated March 22, 1991 between XL/Datacomp; Term:
36 months. NOT ASSIGNABLE WITHOUT FIRST OBTAINING THE WRITTEN CONSENT OF
XLDC.
7. Maintenance Service Schedules 2, 3, 4, 5, 6 and 7 to Master Maintenance
Agreement No. H-1207-SA between Memorex Telex Corporation and Weyerhaeuser;
effective July 1, 1989, for equipment located in Federal Way, Washington.
8. Maintenance Service Schedules 2 and 3 to Master Maintenance Agreement No.
S4782912 between Memorex Telex Corporation and Weyerhaeuser; effective
March 9, 1990, for equipment located in Federal Way, Washington.
9. Master Equipment Purchase Agreement No. P4732300 between Memorex Telex
Corporation and Weyerhaeuser Company effective January 11, 1989. Term:
month-to-month. AGREEMENT IS NOT ASSIGNABLE WITHOUT PRIOR WRITTEN CONSENT
OF MTC.
10. Master Equipment Purchase Agreement No. _____ between Memorex Telex
Corporation and Weyerhaeuser Company dated December 29, 1992.
11. Maintenance Service Schedules to Master Maintenance Agreement No. H-1207-SA
between Memorex Telex Corporation and Weyerhaeuser; effective July 1, 1989,
for equipment located in Macon, Georgia.
12. Master Maintenance Agreement No. S5557312 between Memorex Telex Corporation
and Weyerhaeuser effective January 28, 1991. MAY NOT BE ASSIGNED WITHOUT
PRIOR WRITTEN CONSENT OF MTC.
13. Agreement for Maintenance Services Xx. 000000 dated April 23, 1992 between
EMC and Weyerhaeuser for equipment located at Bowling Green, Kentucky.
Term: 18 months. NEED TERMS AND CONDITIONS.
14. Volume Purchase Agreement dated September 30, 1986 between System Software
Associates, Incorporated and Weyerhaeuser, Inc.; NEITHER PARTY MAY ASSIGN
RIGHTS WITHOUT PRIOR WRITTEN CONSENT OF OTHER.
ADDENDUM A: BPCS Software License Agreement between System Software
Associates, Incorporated and Weyerhaeuser, Inc. dated Septeber 30, 1986.
15. Software License Agreement between Software Plus, Inc. and Personal Care
Products Division, a subsidiary of Weyerhaeuser corporation, for Human
Resources/38 and Payroll/38 Software. IN THE EVENT . . . AT A FUTURE DATE
ANY OPERATION OF PCP CEASES TO COME WITHIN THE DEFINITION OF PCP, ... SAID
OPERATION SHALL BE ALLOWED TO RETAIN THEIR LICENSE TO USE THE SOFTWARE.
16. Infant Disposable Diaper Sales Agreement dated July 1, 1991 between
Weyerhaeuser Company and Cirrus Resources, Inc.
17. Consulting Agreement effective November 16, 1992 with Xxxxxxx Xxxxxxx
Consulting, Inc.
18. Lease Agreement No. 92-049 dated August 24, 1992 between Weyerhaeuser and
Texas State Technical College Waco for lodging facilities for Weyerhaeuser
employees while participating in training activities.
19. Private Label Agreement dated November 22, 1983 between Xxxxxxxxx'x Inc.
and Weyerhaeuser Company.
20. Service Agreement dated June 29, 1992 between Pivotal Sales Company and
Weyerhaeuser Company.
21. Private Label Agreements and Continuous Packaging Agreements with customers
authorizing Weyerhaeuser to purchase poly bags required to package
disposable diaper products.
22. Letter agreement dated March 23, 1992 from Xxxxx Xxxx & Company to Xxx X.
Xxxxx describing agreement to assist in search for eight Regional Sales
Managers.
23. Consulting Agreement No. 18809 dated August 31, 1991 between Japan
Absorbent Technology Institute (Migaku Suzuki) and Weyerhaeuser Company.
Term: September 1, 1991 - August 31, 1993.
24. Project Proposal dated December 7, 1992 from Xxxxx Xxxxx, Professional
Research Services for project management services.
25. Consulting Agreement with Xxxxxxx Consulting for Project Proposal dated May
21, 1992.
26. Sales Agreements described on the attached Exhibit A.
SALES AGREEMENTS
Name of Broker Date of Agreement Comments
-------------------------------------------------------------------------------------------
Advantage Sales & June 26, 1989 Supersedes
Marketing Contract of
February 2,
1988
X. X. Xxxxxxx December 14, 1992
Associated Brokers November 30, 1992
Action Sales & Marketing September 1, 1992 Interim Sales
Agreement
Alliance Associates September 1, 1992 Interim Sales
Agreement
Xxxxxxx-Xxxxx September 1, 1992 Interim Sales
Agreement
Big Apple Brokerage, Inc. September 1, 1992 Interim Sales
Agreement
Brokerage Company (The) March 27, 1989 Supersedes
Contract of
April 1, 1987
Xxxx Xxxxx Company of October 14, 1992
Georgia, Inc.
C&S Wholesale Grocers, April 20, 1992
Inc.
Cal Grocers Corporation October 24, 1990
and April 15,1992
Xxxxxx Marketing Group, November 12, 1992
Inc.
Castle Sales & Marketing September 8, 1981 Originally
(Revised 8/1/85 known as W.V.W.
and 3/9/87) Inc.
Continental Companies December 31, 1991
Crown BBK October 12, 1992
Xxxxxx Associates, Inc. October 6, 1988
DBB Marketing October 27, 1992
Name of Broker Date of Agreement Comments
-------------------------------------------------------------------------------------------------
XxXxxxxxx Sales January 1, 1988 Supersedes
Contract of
April 1, 1987
Xxxx Xxxxxx Company February 26, 1991
Xxxxx/Xxxx, Inc. November 12, 1991
Xxxxxxxxx & Associates October 28, 1992
Emco Sales February 10, 1989
Enterprise Marketing November 30, 1992
Federated Foods, Inc. October 28, 1992
Xxxxxxxx Marketing September 1, 1992 Interim Sales
Agreement
Ferolie Corporation July 20, 1989
Xxxxx & Company (A. W.) January 10, 1986
Revised December
2, 1986
Galaxy Agency September 4, 1984
X. X. XxXxxx Associates, August 30, 1988
Inc.
Xxxxxx, Xxxxx July 20, 1989
(Pathmark Consultant)
Golden Bay Foods, Inc. October 28, 1992
(formerly Continental
Companies)
Xxxxxx Companies (The) September 1, 1992 Interim Sales
Agreement
Xxxxxxx Sales & Marketing November 30, 1992
Xxxx & Associates, Inc. November 30, 1992
Xxxxxxxx Sales Company April 1, 1987
Intersales Marketing, September 1, 1986
Inc.
J & J Sales & Marketing March 27, 1989
Co.
Xxxxxx-XxxXxxxxx-Xxxxxx, November 12, 1992
Inc.
Name of Broker Date of Agreement Comments
------------------------------------------------------------------------------------------------
Xxx-Son Sales, Inc. April 1, 1987
Kitchen Products
X. X. Xxxxxx October 27, 1992
X. X. Xxxxx, Inc. February 17, 1989
Major Marketing, Inc. April 1, 1987
Marketing Management January 3, 1986
and
February 1, 1991
Xxxxx Xxxxxx & Assoc. September 1, 1992 Interim Sales
Agreement
Midland Marketing, Inc. September 1, 1992 Interim Sales
Agreement
Midwest Military Brokers April 1, 1987
Xxxxxx Xxxxx & Sons, Inc. November 12, 1992
P & C Distributors, Inc. September 1, 1992 Interim Sales
Agreement
Packaging Associates September 1, 1992
Corporation
Performance Systems April 1, 1987
Xxxxxxxx Company (The) December 15, 1992
Plate & Temkim Brokerage October 12, 1992
P.M.C. Inc. November 12, 1992
Progressive Sales September 1, 1992 Interim Sales
Agreement
Promark October 20, 1992
Sales Xxxx October 23, 1992
Xxxxxxxx Marketing August 30, 1988
Corporation
Xxxxxx Associates December 23, 1992
Southeastern Military February 15, 1989
Associates (Xxxxx Xxxxx)
Summit Sales September 1, 1992 Interim Sales
Agreement
Name of Broker Date of Agreement Comments
------------------------------------------------------------------------------------------------
Supermarket Brands December 14, 1992
Marketing, Inc.
Xxxxxxx Associates May 3, 1990
Trans-European Marketing, February 26, 1991
Inc.
Trend Marketing Services, November 30, 1992
Inc.
United Sales and December 31, 1990
Marketing, Inc.
Will Price Sales Company November 30, 1992
Xxxxxx Brokerage (Farm March 1, 1991
Fresh)
SCHEDULE 2
COLLECTIVE BARGAINING AGREEMENTS
Labor Agreement between Weyerhaeuser Company/Paragon Trade Brands, Inc., La
Puente, CA and Graphic Communications Union, Xxxxx 000, Xxxxxxxx Xxxxxxx Xx. 0;
AFL-CIO; 1992-1994.
Schedule 3
ACTIONS
1. Xxxxxx Xxxxxxx v. Automated Systems of Tacoma, Inc. v. Weyerhaeuser
-------------------------------------------------------------------
Company; Case Xx. 00 X 0000 xxxxx xx Xxxx Xxxxxx, Xxxxxxxx circuit Court on
-------
December 1, 1989.
2. In May, 1990 the Federal Trade Commission ("FTC") contacted Weyerhaeuser
with an oral inquiry relating to Weyerhaeuser making claim of
biodegradability of disposable diapers. The FTC representative who called
seemed to have a bag of "Nature's Care" diapers and a Weyerhaeuser document
of "Weyerhaeuser's Position on Biodegradable Diapers." Further samples of
these items were sent to the FTC on May 7, 1990. Nothing further has been
heard from them.
3. Charge of Discrimination filed by Xxxxxx Xxxxxxxx on May 25, 1990 with the
State of Illinois Department of Human Rights, Charge No. 1990CF3344
charging race discrimination.
4. La Xxxxxx Diaper Plant - San Xxxxxxx Valley Superfund Site. Weyerhaeuser
----------------------------------------------------------
was notified on March 20, 1991 of being a potentially liable party to the
San Xxxxxxx Superfund site. The Superfund site consists of approximately
170 square miles, including the industrial zone. The primary contaminate is
chlorinated hydrocarbons in the groundwater. The Company has had no further
communication with the EPA since our response of April 25, 1991 was
forwarded to them. In 1986 the facility was inspected by the state which
had concerns about groundwater contamination. A subsurface investigation
was undertaken and test results concluded there was no subsurface
contamination in the soil. Three groundwater monitoring xxxxx were
installed and monitoring is still ongoing. Test results consistently show
levels of pollutants to be nondetectable or below drinking water standards.
5. The Company was notified in December, 1991 of the result of Procter &
Gamble's analysis of the Company's Ultra product and concerns about the
infringement of U.S. Patents 4,695,278 (Xxxxxx) and 4,795,454 (Xxxxxx).
Modifications of the Company's product are being studied. The Xxxxxx patent
was subject to an appeal resulting from a Xxxxxxxx-Xxxxx Seattle suit. The
appeal decision was generally in favor of Xxxxxxxx-Xxxxx, leaving the
Xxxxxx patent with narrow claims. Settlement discussions are continuing.
6. 19176 (615-2) Weyerhaeuser x. Xxxxxxx Purina - Trademark Opposition No.
86,555 filed December 13, 1991 in the Trademark Trial Appeal Board:
Opposition against the registration of
STAGE 3 for diapers, applied for by Xxxxxxx Purina, based on generic
meaning of "stage" regarding development of children.
7. 19344 (615-2) Weyerhaeuser x. Xxxxxxx Purina - Trademark opposition in the
Trademark Trial and Appeal Board: Opposition against the registration of
STAGE 1 for diapers. See STAGE 3, above. Notice of Opposition filed May 18,
1992.
8. Weyerhaeuser x. Xxxxxxx Purina - Trademark opposition in the Trademark
Trial and Appeal Board: Opposition against the registration of STAGES for
diapers was not filed. We propose to file cancellation proceedings should
the xxxx ever be registered.
NOTE: Settlement discussions are in progress concerning Items 7, 8 and 9.
9. Xxxx X. Xxxxx x. Xxxxxxxxxxxx Company, et al.
---------------------------------------------
Complaint filed February 14, 1992 in the Superior Court of Xxxx County,
State of Georgia, Case No. 92CV85114D3, alleging that plaintiff was
wrongfully discharged. Plaintiff has previously been denied a claim for
unemployment insurance by the Georgia Department of Labor. A Charge of
Discrimination filed with the EEOC alleging race and sex discrimination was
unsuccessful. Counsel for Weyerhaeuser Company believes the vast majority
of the claims in this lawsuit are without merit, and are either barred by
the statutes of limitation or are invalid as a matter of law.
10. Notice of Charge of Discrimination, DFEH No. FEP 92-93 Bl-0396-00-se; EEOC
# 340925404, dated August 5, 1992 against Weyerhaeuser Company by Xxxx
Xxxxx Xxxxxxx, alleging discrimination based on sex (sexual harassment).
11. Notice of Charge of Discrimination, Charge Number 380930087, dated October
29, 1992 against Weyerhaeuser Company by Xxx X. Xxxxx, Personal Care
Products, alleging religious discrimination.
12. In November, 1992 Xxxxxxxx-Xxxxx began a dialogue with the company
concerning some Xxxxxxxx-Xxxxx patents and the Company's current inner leg
gather diaper and training pant product. Xxxxxxxx-Xxxxx has recently filed
suit against Drypers Corp. and Xxxx & Talbot in the U. S. District Court in
Seattle alleging infringement of one of the same patents. Xxxxxxxx-Xxxxx
has offered the Company a license, upon the payment of royalties, for the
right to continue to use the inner-leg feature. The Company has taken the
position that the patent coverage claimed by Xxxxxxxx-Xxxxx is not
applicable to the Company's products and is of questionable validity.
13. Workers Compensation Report attached as Exhibit A.
14. Automobile/liability claims/lawsuits report attached as Exhibit B.
SCHEDULE 4
PERMITS AND LICENSES
1. HARMONY: Industrial Board Order dated April 1, 1992 from the Pennsylvania
Department of Labor and Industry granting special approval to permit the
installation of a material elevator (reciprocating conveyor). Certificate
of Operation No. 35740; expires April 30, 1993.
2. KENT: Weyerhaeuser Company Radio Station License; expires March 26, 1995.
3. KENT: Business License issued by The City of Kent.
4. KENT: Water Service Permit issued by The City of Kent.
5. KENT: City of Kent Fire Prevention Permit No. 401; expires April, 1993.
6. LA XXXXXX: County of Los Angeles Weighing and Measuring Device Registration
Certificate, ID No. 016044.
7. MACON: State of Georgia Certificate of Occupancy No. 23177L dated January
28, 1980.